UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 1-07109

SERVOTRONICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	16-0837866
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification No.)

1110 Maple Street

Elma, New York 14059

(Address of principal executive offices) (zip code)

(716) 655-5990

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Common Stock	SVT	NYSE American

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒

No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒

No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐

No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at ~~October~~April 2517, ~~2024~~2025
Common Stock, $.20 par value		2,~~554~~556,~~236~~502

Table of Contents

INDEX

			Page No.
	PART I. FINANCIAL INFORMATION
Item 1.		Financial Statements (Unaudited):
		a) Condensed Consolidated Balance Sheets, September 30, 2024 and December 31, 2023 (Audited)	3
		a) Condensed Consolidated Balance Sheets, March 31, 2025 and December 31, 2024 (Audited)	3
		b) Condensed Consolidated Statements of Operations for the three-and nine-months ended September 30, 2024 and 2023	4
		b) Condensed Consolidated Statements of Operations for the three-months ended March 31, 2025 and 2024	4
		c) Condensed Consolidated Statements of Comprehensive Loss for the three-and nine-months ended September 30, 2024 and 2023	5
		c) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three-months ended March 31, 2025 and 2024	5
		d) Condensed Consolidated Statements of Cash Flows for the nine-months ended September 30, 2024 and 2023	6
		d) Condensed Consolidated Statements of Cash Flows for the three-months ended March 31, 2025 and 2024	6
		e) Notes to Condensed Consolidated Financial Statements	7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	2221
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	2827
Item 4.		Controls and Procedures	2827
	PART II. OTHER INFORMATION
Item 1.		Legal Proceedings	2928
Item 1A.		Risk Factors	2928
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	2928
Item 3.		Defaults Upon Senior Securities	2928
Item 4.		Mine Safety Disclosures	2928
Item 5.		Other Information	2928
Item 6.		Exhibits	2928
Forward-Looking Statements			3029
Signatures			3130

- 2 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except share and per share data)

	September 30,			December 31,
		March 31,				December 31,
	2024			2023
		2025				2024
	~~(Unaudited)~~	(Unaudited)		~~(Audited)~~		(Audited)
Current Assets:
Cash	$	46$	37	$	95	$	111
Cash, restricted		~~150~~	150		~~150~~		150
Accounts receivable, net		~~12,598~~	11,362		~~12,065~~		9,288
Inventories, net		~~15,408~~	15,488		~~14,198~~		15,826
Prepaid and other current assets		~~810~~	1,142		~~1,507~~		968
Assets related to discontinued operation		~~1,466~~	1,450		~~1,552~~		1,436
Total current assets		~~30,478~~	29,629		~~29,567~~		27,779
Property, plant and equipment, net		~~7,143~~	7,031		~~6,978~~		7,005
Other non-current assets		42	48		42		48
Total Assets	$	~~37,663~~$	36,708	$	~~36,587~~	$	34,832
Liabilities and Shareholders' Equity
Current Liabilities:
Line of credit	$	~~3,169~~$	3,725	$	~~2,103~~	$	2,127
Current portion of post-retirement obligation		97	84		97		84
Accounts payable		~~2,954~~	2,737		~~2,061~~		2,413
Accrued employee compensation and benefits costs		~~927~~	794		~~1,003~~		705
Accrued warranty		~~413~~	337		~~542~~		333
Other accrued liabilities		~~1,046~~	851		~~1,909~~		1,170
Liabilities related to discontinued operation		27	23		~~213~~		23
Total Current Liabilities		~~8,633~~	8,551		~~7,928~~		6,855
Post-retirement obligation		4,210			4,165
Long-Term Liabilities:
Other long-term liabilities		427			-
Post-retirement obligation			4,121				4,097
Total Liabilities		13,270			12,093
Post-retirement obligation, current			(84	)			(84	)
Shareholders' Equity:
Post-retirement obligation, net			4,037				4,013
Common stock, par value $0.20; authorized 4,000,000 shares; issued 2,629,052 shares; outstanding 2,527,484 (2,514,775 - 2023) shares		525			525
Other long-term liabilities			425				460
Capital in excess of par value		14,796			14,617
Total long-term liabilities			4,462				4,473
Retained earnings		12,631			12,954
Shareholders' Equity:
Accumulated other comprehensive loss		(2,331	)		(2,389	)
Common stock, par value $0.20; 4,000,000 shares authorized; 2,629,052 shares issued; 2,544,246 shares outstanding (2,537,753 shares outstanding as of December 31, 2024)			526				526
Employee stock ownership trust commitment		(56	)		(56	)
Capital in excess of par value			14,862				14,828
Treasury stock, at cost 74,816 (87,525 - 2023) shares		(1,172	)		(1,157	)
Retained earnings			11,459				11,331
Total shareholders' equity		24,393			24,494
Accumulated other comprehensive loss			(2,042	)			(2,059	)
Total Liabilities and Shareholders' Equity	$	37,663		$	36,587
Treasury stock, at cost 69,020 shares (75,513 shares as of December 31,2024)			(1,110	)			(1,122	)
Total shareholders' equity			23,695				23,504
Total Liabilities and Shareholders' Equity		$	36,708			$	34,832

See notes to condensed consolidated financial statements

- 3 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share data)

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Revenue	$	1211,~~430~~703		$	1110,~~582~~446		$	~~35,149~~		$	~~31,291~~
Costs of goods sold, inclusive of depreciation and amortization		10,162			9,083			28,083			26,252
Costs of goods sold		9,343			8,711
Gross profit		2,~~268~~360			21,~~499~~735			~~7,066~~			~~5,039~~
Operating expenses
Selling, general and administrative		2,118			2,018
Selling, general and administrative		1,979			2,219			6,394			7,663
Operating income (loss)		242			(283	)
Legal settlement (Note 9)		570			-			570			-
Interest & other expense, net		97			83
Total operating expenses		2,549			2,219			6,964			7,663
Income (loss) from continuing operations before income taxes		145			(366	)
Operating (loss) income		(281	)		280			102			(2,624	)
Income tax expense		-			-
Other expense
Income (loss) from continuing operations, net of tax		145			(366	)
Interest & other expense, net		172			98			353			239
Loss from discontinued operation before income taxes		(17	)		(17	)
Total other expense		172			98			353			239
Loss from discontinued operation, net of tax (see Note 2)		(17	)		(17	)
(Loss) income from continuing operations before income taxes		(453	)		182			(251	)		(2,863	)
Net income (loss)	$	128		$	(383	)
Income tax expense		-			-			-			(1,063	)
Basic and diluted income (loss) per share:
(Loss) income from continuing operations, net of tax		(453	)		182			(251	)		(3,926	)
Continuing operations	$	0.06		$	(0.15	)
Loss from discontinued operation before income taxes		(43	)		(386	)		(72	)		(7,326	)
Discontinued operation		(0.01	)		(0.01	)
Income taxes		-			-			-			-
Basic and diluted income (loss) per share	$	0.05		$	(0.16	)
Loss from discontinued operation, net of tax (Note 2)		(43	)		(386	)		(72	)		(7,326	)
Net loss	$	(496	)	$	(204	)	$	(323	)	$	(11,252	)
Basic and diluted (loss) earnings per share:
Continuing operations	$	(0.18	)	$	0.07		$	(0.10	)	$	(1.59	)
Discontinued operation		(0.02	)		(0.16	)		(0.03	)		(2.97	)
Basic and diluted loss per share	$	(0.20	)	$	(0.09	)	$	(0.13	)	$	(4.56	)

See notes to condensed consolidated financial statements

- 4 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Net loss	$	(496	)	$	(204	)	$	(323	)	$	(11,252	)
Net income (loss)	$	128		$	(383	)
Other comprehensive income items:
Actuarial gains		1917			1719			58			42
Income tax benefit on actuarial losses		-			-			-			-
Total		17			19
Retirement benefits adjustments, net of income taxes		19			17			58			42
Total comprehensive income (loss)	$	145		$	(364	)
Total comprehensive loss	$	(477	)	$	(187	)	$	(265	)	$	(11,210	)

See notes to condensed consolidated financial statements

- 5 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2024			2023
	2025			2024
Cash flows related to operating activities:
Loss from continuing operations	$	(251	)	$	(3,926	)
Income (loss) from continuing operations	$	145		$	(366	)
Adjustments to reconcile loss from continuing operations to net cash provided (used) by operating activities:
Adjustments to reconcile income (loss) from continuing operations to net cash (used) provided by operating activities:
Depreciation and amortization		~~768~~218			~~790~~271
Stock based compensation		~~185~~46			~~111~~63
Allowance for credit losses		(90	)		8
(Decrease) increase allowance for credit losses		(3	)		3
Inventory reserve		108			34
(Decrease) increase inventory reserve		(6	)		38
Warranty reserve		(129	)		(37	)
Increase (decrease) warranty reserve		4			(59	)
Deferred income taxes		-			1,077
Changes in assets and liabilities (using) providing cash:
Changes in assets and liabilities providing (using) cash:
Accounts receivable		(2,071	)		1,589
Accounts receivable		(443	)		(3,852	)
Inventories		344			(769	)
Inventories		(1,318	)		(796	)
Prepaid and other current assets		(174	)		(412	)
Prepaid and other current assets		697			(251	)
Accounts payable		324			77
Accounts payable		893			1,118
Accrued employee compensation and benefit costs		89			(164	)
Accrued employee compensation and benefit costs		(18	)		229
Other accrued liabilities		(378	)		118
Other accrued liabilities		(863	)		528
Post-retirement obligations		41			24
Post-retirement obligations		45			59
Other long-term liabilities		(168	)		-
Other long-term liabilities		427			-
Net cash (used) provided by operating activities from continuing operations		(1,589	)		413
Net cash provided (used) by operating activities from continuing operations		11			(4,908	)
Cash flows related to investing activities:
Purchase of property, plant and equipment, net of disposals		(933	)		(606	)
Purchase of property, plant and equipment		(69	)		(152	)
Net cash used by investing activities from continuing operations		(933	)		(606	)
Disposal of property, plant and equipment		17			-
Net cash used by investing activities from continuing operations		(52	)		(152	)
Cash flows related to financing activities:
Proceeds from line of credit, net of payments		1,066			2,164
Proceeds from (payments on) line of credit, net		1,598			(94	)
Purchase of treasury shares		(21	)		-
Net cash provided (used) by financing activities from continuing operations		1,598			(94	)
Payments on finance lease obligations		-			(501	)
Net cash provided by financing activities from continuing operations		1,045			1,663
Discontinued Operation
Cash used by operating activities		(~~172~~31	)		(~~1,753~~126	)
Cash provided by investing activities		-			2,100
Net cash used by discontinued operation		(31	)		(126	)
Net cash (used) provided by discontinued operation		(172	)		347
Net (decrease) increase in cash and restricted cash		(74	)		41
Net decrease in cash and restricted cash		(49	)		(3,504	)
Cash and restricted cash at beginning of period		261			245
Cash and restricted cash at beginning of period		245			3,812
Cash and restricted cash at end of period	$	187		$	286
Cash and restricted cash at end of period	$	196		$	308

See notes to condensed consolidated financial statements

- 6 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	Operations and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

Servotronics, Inc. (“Servotronics”) and its subsidiaries (“Company”) design, manufacture and market servo-control components and other advanced technology products for aerospace, military and medical applications. The Company was incorporated in New York in 1959. In 1972, the Company was merged into a wholly owned subsidiary organized under the laws of the State of Delaware, thereby changing the Company’s state of incorporation from New York to Delaware. The Company’s shares currently trade on the New York Stock Exchange (NYSE American) under the symbol SVT.

~~Until~~The ~~2023,~~condensed ~~the~~consolidated ~~Company~~financial ~~had~~statements ~~operated~~currently ~~historically~~include under two business segments: Advanced Technology Group (“ATG”) and Consumer Products Group (“CPG”), which had been strategic business segments that offered different products and services. Operations in ATG included the ~~design,~~accounts ~~manufacturing and marketing~~ of ~~servo-control components and other advanced technology products~~Servotronics, and the CPG operations included the design, manufacture and marketing of a variety of cutlery products for use by consumers and government agencies. During 2023, the Company’s Management made the strategic decision to sell certain assets of The Ontario Knife Company (“"OKC”"), and ~~divest~~other ~~the~~inactive, ~~CPG~~wholly ~~business~~owned ~~segment~~subsidiaries. All ~~This~~intercompany ~~divestiture~~balances ~~represented~~and atransactions ~~strategic~~have ~~shift,~~been aseliminated ~~the~~upon ~~Company~~consolidation. ~~has~~The ~~realigned~~Company derives its ~~corporate~~primary ~~and~~sales ~~management~~revenue ~~reporting~~from ~~structure~~domestic ~~to focus solely on servo-control components and other advanced technology products~~customers, ~~and~~ ~~now~~although ~~organizes its business in~~ a ~~single~~portion ~~reportable~~of ~~segment~~finished ~~with~~products noare ~~reference~~for toforeign ~~ATG~~end ~~or CPG~~use. ~~This segment structure reflects the financial information and reports used by Management, specifically the Chief Executive Officer and Chief Operating Officer.~~

The condensed consolidated financial statements currently include the accounts of Servotronics, OKC, and other inactive, wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The Company ~~derives its primary sales revenue from domestic customers, although a portion of finished products are for foreign end use. As stated, the Company~~ executed an Asset Purchase Agreement (“APA”) with a third party to sell certain assets of OKC, which transaction closed on August 1, 2023. Accordingly, the sale of assets and results of operations for OKC are presented as a “Loss from Discontinued Operation, net of tax” on the Condensed Consolidated Statements of Operations, and assets and liabilities are reflected as “Assets and Liabilities related to Discontinued Operation” in the Condensed Consolidated Balance Sheets. The “Loss from Discontinued Operation, net of tax” is included in the net income or net loss on the Condensed Consolidated Statements of Comprehensive Income (Loss), and the cash used by operating activities from the discontinued operation is included in the “Discontinued Operation” section of the Condensed Consolidated Statements of Cash Flows.

- 7 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited Condensed Consolidated Financial Statements (“consolidated financial statements”) have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three- ~~and nine-~~months ended ~~September~~March 3031, ~~2024~~2025, are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2024~~2025. The consolidated financial statements should be read in conjunction with the ~~2023~~2024 annual report and the notes thereto.

The 2023 financial information included in the aforementioned Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations were reclassified to conform with the discontinued operation presentation. Amounts for all periods discussed below reflect the results of operations, financial condition and cash flows from the Company’s continuing operations, unless otherwise noted. Refer to Note 2 “Discontinued Operation and Assets and Liabilities Related to Discontinued Operation”, for further discussion on the discontinued operation.

- 8 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cash and Restricted Cash

The following table provides a reconciliation of cash and restricted cash to the amounts in the ~~statement~~balance ~~of cash flows~~sheet:

	September 30,		December 31,
	March 31,		December 31,
(in thousands)	~~2024~~2025		~~2023~~2024
Cash	$	4637	$	95111
Restricted cash		150		150
Total cash and restricted cash	$	~~196~~187	$	~~245~~261

The Company considers cash to include all currency and coin owned by the Company as well as all deposits in the bank including checking and savings accounts. The restricted cash of $150,000 as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 represents collateral with a financial institution.

Accounts Receivable

The Company grants credit to substantially all of its customers and carries its accounts receivable at original invoice amount less an allowance for credit losses. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for credit losses based on history of past write-offs, collections, and current credit conditions. ~~Collections on previously reserved accounts receivable and write offs of accounts deemed uncollectable, resulted in a reserve decrease of $90,000 during 2024.~~ The allowance for credit losses was approximately $3112,000 as of ~~September~~March 3031, ~~2024~~2025 and $~~121~~15,000 as of December 31, ~~2023~~2024, respectively. The Company does not accrue interest on past due receivables.

Revenue Recognition

Revenues are recognized at the time of shipment of goods, transfer of title and customer acceptance, as required. Revenue transactions generally consist of a single performance obligation to transfer contracted goods. Purchase orders generally include specific terms relative to quantity, item description, specifications, price, customer responsibility for in-process costs, delivery schedule, shipping point, payment and other standard terms and conditions of purchase. Service revenue, principally representing repairs, is recognized at the time of shipment of goods.

Revenue is recognized at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods and services to a customer. The Company determines revenue recognition using the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when the ~~company~~Company satisfies a performance obligation.

Revenue excludes taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer (e.g., sales and use taxes). Revenue includes payments for shipping activities that are reimbursed by the customer to the Company.

- 9 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Performance obligations are satisfied as of a point in time. Performance obligations are supported by contracts with customers, providing a framework for the nature of the distinct goods, services or bundle of goods and services. The timing of satisfying the performance obligation is typically indicated by the terms of the contract. As a significant portion of the Company’s revenue are recognized at the time of shipment, transfer of title and customer acceptance, there is no significant judgment applied to determine the timing of the satisfaction of performance obligations or transaction price. Shipping and handling activities that occur after the customer obtains control of the promised goods are considered fulfillment activities.

The timing of satisfaction of our performance obligations does not significantly vary from the typical timing of payment. The Company generally receives payment for these contracts within the payment terms negotiated and agreed upon by each customer contract.

Warranty and repair obligations are assessed on all returns. Revenue is not recorded on any warranty returns. The Company warrants its products against design, materials and workmanship based on an average of twenty-seven months. The Company determines warranty reserves needed based on actual average costs of warranty units shipped and current facts and circumstances. As of ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023~~2024 under the guidance of ASC 460, the Company has recorded a warranty reserve of approximately $~~413~~337,000 and $~~542~~333,000, respectively. Revenue is recognized on repair returns, covered under a customer contract, at the contractual price upon shipment to the customer.

The Company disaggregates revenue from contracts with customers into geographic regions. The Company determined that disaggregating revenue into this category achieves the objective to portray how the nature, timing, and uncertainty of revenue from cash flows are affected by different regions. Disaggregation of revenue by geographic region are provided below:

Three Months Ended

~~Nine Months Ended~~

(in thousands)

~~September~~March 3031, ~~2024~~2025

~~September~~March 3031, ~~2023~~2024

~~September 30, 2024~~

~~September 30, 2023~~

Domestic

98,~~221~~243

7,~~930~~786

~~26,181~~

~~22,528~~

International

3,~~209~~460

32,~~652~~660

~~8,968~~

~~8,763~~

Total Revenue

1211,~~430~~703

1110,~~582~~446

~~35,149~~

~~31,291~~

Inventories

Inventories are stated at the lower of cost or net realizable value, with any adjustments reflected as a reduction to finished goods inventory. Cost includes all costs incurred to bring each product to its present location and condition. Inventory reserves consist of obsolete and/or slow-moving items based on inventory levels in excess of forecasted sales activity and have increased due to the reserve methodologies. These reserves are applied to the gross value of the inventory and are approximately $~~735~~752,000 and $~~627~~758,000 as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. Pre-production and start-up costs are expensed as incurred.

The purchase of suppliers’ minimum economic quantities of material such as steel, etc. may result in a purchase of quantities exceeding two years of customer requirements. Also, in order to maintain a reasonable and/or agreed to lead time or minimum stocking requirements, certain larger quantities of other product support items may have to be purchased and may result in over one year’s supply. ~~The amounts are not included in the inventory reserve discussed above.~~

Shipping and Handling Costs

Shipping and handling costs are classified as a component of ~~cost~~costs of goods sold.

- 10 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Property, Plant and Equipment

Property, plant and equipment is carried at cost; expenditures for new facilities and equipment and expenditures which substantially increase the useful lives of existing plant and equipment are capitalized; expenditures for maintenance and repairs are expensed as incurred. Upon disposal of properties, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposition is included in income.

Depreciation is provided on the basis of estimated useful lives of depreciable properties, primarily by the straight-line method for financial statement purposes and by accelerated methods for income tax purposes. Depreciation expense includes the amortization of right-of-use (“ROU”) assets accounted for as finance leases. The estimated useful lives of depreciable properties are generally as follows:

Buildings and improvements (years)			5 - 40
Machinery and equipment (years)			5 - 20
Tooling (years)			3 - 5

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities, as well as operating loss and credit carryforwards. The Company and its subsidiaries file a consolidated federal income tax return, combined New York, Texas, California and Connecticut state income tax returns, and a separate Arkansas state income tax return.

The Company’s practice is to recognize interest and/or penalties related to uncertain tax positions and income tax matters in income tax expense. The Company did not have any accrued interest or penalties included in its Condensed Consolidated Balance Sheets atas of ~~September~~March 3031, ~~2024~~2025 or December 31, ~~2023~~2024, and did not recognize any interest and/or penalties in its Condensed Consolidated Statements of Operations during the three- ~~and nine-~~month periods ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024. The Company did not have any material uncertain tax positions or unrecognized tax benefits or obligations as of ~~September~~March 3031, ~~2024~~ 2025 and December 31, ~~2023~~2024. The ~~2020~~ 2021 through ~~2023~~ 2024 federal and ~~2019~~ 2020 through ~~2023~~ 2024 state tax returns remain subject to examination by the respective taxing authorities.

Supplemental Cash Flow Information

~~Income~~There ~~taxes~~was ~~paid~~no ~~amounted~~income totaxes ~~approximately~~paid $0or ~~and~~received ~~$2,000~~ for the ~~nine~~three-month periods ended ~~September~~March 3031, ~~2024~~2025 and ~~2023, respectively~~2024. Interest paid during the ~~nine~~three-month periods ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024 was approximately $~~209~~57,000 and $9845,000 respectively. The Company secured a $192,000 loan to purchase IT equipment, which is included in other accrued liabilities and other long-term liabilities on the Condensed Consolidated Balance Sheets.

Employee Stock Ownership Plan

Contributions to the employee stock ownership plan are determined annually by the Company according to plan formula.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment annually or whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable based on undiscounted future operating cash flow analyses. If an impairment is determined to exist, any related impairment loss is calculated based on fair value. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.

- 11 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s strategic decision to sell certain assets of OKC in 2023 resulted in the classification of a discontinued operation and triggered an impairment of OKC’s real property in accordance with ASC 360-10-45-9 Impairment or Disposal of Long-Lived Assets. Refer to Note 2, “Discontinued Operation and Assets and Liabilities Related to Discontinued Operation”, for further discussion. No additional impairment of long-lived assets exists as of ~~September~~March 3031, ~~2024~~2025, which primarily includes the Company’s tangible real (land and building) and personal (machinery & equipment) properties associated with its continuing operations.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain balances as previously reported were reclassified to classifications adopted in the current period.

Research and Development Costs

Research and development costs are expensed as incurred and are included in selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

Concentration of Credit Risks

Financial instruments that potentially subject the Company to concentration of credit risks principally consist of cash accounts in financial institutions. Although the accounts exceed the federally insured deposit amount, management assesses the risk of nonperformance by the financial institutions to be low.

Fair Value of Financial Instruments

The carrying amount of cash, accounts receivable, accounts payable and accrued expenses are reasonable estimates of their fair value due to their short maturity. Based on variable interest rates and the borrowing rates currently available to the Company for loans similar to its asset-based line of credit the fair value approximates its carrying amount.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topics 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted. The Company isdoes ~~currently~~not ~~evaluating~~believe the ~~potential~~adoption ~~effect~~of ~~that~~ASU ~~the~~2023-09 ~~updated standard~~ will have a material impact on its Condensed Consolidated financial ~~statement~~statements or disclosures.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which ~~provides~~requires ~~updates~~all public entities, including public entities with a single reportable segment, to ~~qualitative~~provide in interim and ~~quantitative~~annual ~~reportable~~periods one or more measures of segment ~~disclosure~~profit ~~requirements~~or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally, ~~including~~the ~~enhanced~~standard requires disclosures ~~about~~of significant segment expenses and ~~increased~~other ~~interim~~segment ~~disclosure~~items ~~requirements,~~as ~~among~~well ~~others~~as incremental qualitative disclosures. The ~~amendments~~Company inadopted ASU 2023-07 ~~are~~ effective December ~~for~~31, ~~fiscal~~2024, ~~years~~on ~~beginning~~a ~~after December~~retrospective ~~15,~~basis. ~~2023,~~The ~~and~~adoption ~~interim~~of ~~periods~~ASU ~~within~~2023-07 ~~fiscal~~did ~~years~~not ~~beginning~~change ~~after December~~the ~~15,~~way ~~2024.~~that ~~The~~the Company isidentifies ~~currently~~its ~~evaluating~~reportable ~~the~~segments ~~impact~~and, ofas ~~this~~a ~~new~~result, ~~guidance~~did not have a material impact on ~~its~~the ~~condensed~~Company’s ~~consolidated~~segment-related ~~financial~~disclosures. ~~statements~~Refer to Note 11 for ~~fiscal~~further ~~year~~information ~~2024~~on the Company's reportable segment.

There have been no additional new or material changes to the significant accounting policies discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, that are of significance, or potential significance, to the Company.

- 12 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2.	Discontinued Operation and Assets and Liabilities Related to Discontinued Operation

The Company’s decision to sell certain assets and wind down the operations of OKC met the “held for sale” definition under ASC 205-20-45-9 Discontinued Operations and represented a strategic shift that had a significant impact on the Company’s overall operations and financial results. Accordingly, the assets and liabilities of OKC are reflected as “Assets and Liabilities related to Discontinued Operation” in the Condensed Consolidated Balance Sheets as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024. In addition, OKC’s operating loss, divestiture costs, and impairment charges on long-lived assets were reclassified to “Loss from Discontinued Operation, net of tax” in the Condensed Consolidated Statements of Operations for the three-months ~~and~~period ~~nine-month periods~~ ended ~~September~~March 3031, ~~2024~~2025 and ~~2023 (as reclassified)~~2024.

Under the terms of the Asset Purchase Agreement, the Company sold inventory, machinery & equipment and intellectual property (patents & trademarks/tradenames) to a third party on August 1, 2023. As a direct result of Management’s decision to sell OKC’s assets, divest the operations, and exit the CPG business segment, the Company incurred impairment charges on its long-lived asset (building) in 2023 based on independent, third-party appraisals (less estimated costs to sell). No impairment charges were incurred for the three- ~~and nine-~~month ~~periods~~ period ended ~~September~~March 3031, ~~2024.~~2025

Operating loss from the discontinued operation was approximately $3317,000 and $9025,000 for the three- ~~and nine-~~month periods ended ~~September~~March 3031, ~~2024,~~2025 ~~respectively (compared to $403,000~~ and ~~$1,893,000~~ ~~for the three- and nine-month periods ended September 30~~2024, ~~2023,~~ respectively~~, as reclassified)~~. Divestiture and impairment ~~cost changes~~ costs were ~~approximately~~ $(10,000) and $18,000 for the three- and nine-month periods ended September 30, 2024(compared to divestiture and impairment cost estimates of $79,000 and $2,306,000 for the three- and nine-month periods ended September 30, 2023, respectively, as reclassified). The loss on the sale of assets was $0 ~~for the~~ ~~three-~~ and ~~nine-month~~approximately ~~periods ended September 30, 2024, respectively~~ (~~compared to a change in purchase price of~~ $968,000 ~~and a loss of $(3,127,000~~) ~~for~~ the three- ~~and nine-~~month periods ended ~~September~~March 3031, ~~2023,~~2025 ~~respectively, as reclassified). Therefore, the total Loss from Discontinued Operation, net of tax, is approximately $(43,000)~~ and ~~$(72,000) for the three- and nine-month periods ended September 30,~~ 2024, respectively ~~(compared to a Loss of $(386,000) and $(7,326,000) for the three- and nine-month periods ended September 30, 2023, respectively, as reclassified)~~.

- 13 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Discontinued Operation Financial Information

Consolidated Statements of Operations are as follows:

	Three Months Ended
(in thousands)	~~September~~March 3031, ~~2024~~2025			~~September~~March 3031, ~~2023~~2024
Net Sales	$	-		$	336
Operating costs	$	(17	)	$	(25	)
Operating costs		(33	)		(739	)
Loss from discontinued operation		(17	)		(25	)
Loss from discontinued operation		(33	)		(403	)
Gain from discontinued operation - impairment and divestiture recovery costs		-			8
Loss from discontinued operation - impairment and divestiture costs		(10	)		(79	)
Loss from discontinued operation before income taxes		(17	)		(17	)
Change in purchase price		-			96
Loss from discontinued operation, net of tax	$	(17	)	$	(17	)
Loss from discontinued operation before income taxes		(43	)		(386	)
Income tax benefit		-			-
Loss from discontinued operation, net of tax	$	(43	)	$	(386	)

	Nine Months Ended
(in thousands)	September 30, 2024			September 30, 2023
Net Sales	$	-		$	3,423
Operating costs		(90	)		(5,316	)
Loss from discontinued operation		(90	)		(1,893	)
Loss from discontinued operation - divestiture and impairment costs		18			(2,306	)
Loss on sale of assets		-			(3,127	)
Loss from discontinued operation before income taxes		(72	)		(7,326	)
Income tax benefit		-			-
Loss from discontinued operation, net of tax	$	(72	)	$	(7,326	)

Assets & Liabilities Related to Discontinued Operation Financial Information

A summary of the carrying amounts of major classes of assets and liabilities, which are included in assets and liabilities related to discontinued operation in the Condensed Consolidated Balance Sheets, are as follows:

	September 30,		December 31,
	March 31,		December 31,
(in thousands)	~~2024~~2025		~~2023~~2024
Accounts receivable	$	-	$	38
Prepaid and other assets	$	22	$	8
Prepaid and other assets		38		31
Inventories		-		55
Building, net of estimated costs to sell		1,428		1,428
Assets related to discontinued operation	$	1,~~466~~450	$	1,~~552~~436
Accounts payable	$	2423	$	~~197~~23
Accrued employee compensation and other costs		3		16
Liabilities related to discontinued operation	$	23	$	23
Liabilities related to discontinued operation	$	27	$	213

The Company is actively marketing the building for sale using a commercial real estate broker with a selling price ~~above~~ equals its appraised value. To date, no events have occurred that would trigger further impairment, and Management expects to sell the real property within the next twelve months. Most of the remaining assets and liabilities are expected to be expensed or settled in ~~2024~~2025, as divestiture and wind-down activities are substantially complete.

- 14 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3.	Inventories

	September 30,			December 31,
	March 31,			December 31,
(in thousands)	~~2024~~2025			~~2023~~2024
Raw material and common parts	$	78,~~964~~192		$	78,~~828~~044
Work-in-process		7,~~499~~164			67,~~466~~072
Finished goods		~~680~~884			~~531~~1,468
		16,143			14,825
		16,240			16,584
Less inventory reserve		(~~735~~752	)		(~~627~~758	)
Total inventories	$	15,408		$	14,198
Inventories, net	$	15,488		$	15,826

The increase in total inventories is due to higher work-in-process (sub-assemblies and open work orders) necessary to support significant customer demand in 2024.

4.	Property, Plant and Equipment

	September 30,			December 31,
	March 31,			December 31,
(in thousands)	~~2024~~2025			~~2023~~2024
Buildings and building improvements	$	89,~~937~~045		$	89,~~447~~020
Machinery, equipment and tooling		15,~~791~~803			15,~~503~~768
Construction in progress		~~236~~400			~~106~~216
		24,964			24,056
		25,248			25,004
Less accumulated depreciation and amortization		(1718,~~821~~217	)		(17,~~078~~999	)
Property, plant and equipment, net	$	7,~~143~~031		$	67,~~978~~005

Depreciation and amortization expense amounted to approximately $~~225~~218,000 and $~~272~~271,000 for the three-month periods ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. Amortization expense related to Right of Use (“ROU”) assets amounted to approximately $6,000 ~~and $6,000~~ for the three-month periods ended ~~September~~March 3031, ~~2024~~2025 and ~~2023, respectively. Depreciation and amortization expense amounted to approximately $768,000 and $790,000 for the nine-month periods ended September 30,~~ 2024 ~~and 2023~~, respectively. ~~Amortization expense related to ROU assets amounted to approximately $18,000 and $18,000 for the nine-month periods ended September 30, 2024 and 2023, respectively.~~

The Company’s ROU assets included in machinery, equipment and tooling had a net book value of approximately $~~142~~130,000 and $~~160~~136,000 as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively.

As of ~~September~~March 3031, ~~2024~~2025, there is approximately $~~236~~400,000 ($~~106~~216,000 as of December 31, ~~2023~~2024) of construction in progress included in property, plant and equipment, ; all of which is related to capital projects for machinery and equipment of $~~141~~104,000, building improvements of $6271,000, and IT equipment of $33225,000.

- 15 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5.	Indebtedness

In 2023, the Company entered into a three-year financing agreement with a financial lending institution for an asset-based line of credit (“Credit Facility”) with a maximum revolving credit of $7,000,000. The borrowing base under the Credit Facility is determined using 85% of eligible domestic and foreign accounts receivable balances, less any other specific reserves. In general terms, ineligible receivables are defined as invoices unpaid over 90 days. The balance outstanding on the Credit Facility is approximately $3,~~169~~725,000 and $2,~~103~~127,000 as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. The interest rate on the Credit Facility is equal to the greater of 8.0% or the prime rate (as defined by JP Morgan Chase) plus 1.0% (98.05% as of ~~September~~March 3031, ~~2024~~2025 and ~~9.5% as of~~ December 31, ~~2023~~2024). The Credit facility is collateralized by the Company’s non-realty assets.

In accordance with ASC 470-10-45-5 Classification of Revolving Credit Agreements Subject to Lock-Box Arrangements and Subjective Acceleration Clauses, borrowings outstanding under the Credit Facility that includes both a subjective acceleration clause and requirement to maintain a lock-box arrangement must be considered short-term obligations. As the Credit Facility includes both provisions, the outstanding balances are classified as current liabilities on the Condensed Consolidated Balance Sheets.

The Credit Facility contains two financial covenants required to be maintained by the Company at the end of each of its fiscal quarters. The Tangible Net Worth covenant requires the Company to maintain tangible net worth not less than $20,000,000. The Working Capital covenant requires the Company to maintain working capital not less than $10,000,000. The Company has met both covenant requirements as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively.

On January 17, 2025, the Company entered into a three-year equipment loan financing agreement with a lending institution in the amount of $192,000. Monthly payments are fixed at an interest rate of 8.09%. The outstanding balance is approximately $182,000 as of March 31, 2025. Principal maturities of long-term debt related to the financing agreement are approximately: 2025 $44,000; 2026 $63,000; 2027 $69,000; and 2028 $6,000. The current portion of $64,000 is included in other accrued liabilities and the remainder of $118,000 is included in other long-term liabilities as of March 31, 2025.

6.	Postretirement Benefit Plan

The Company provides certain postretirement health and life insurance benefits ("the Plan") for two former executives (“retirees”) of the Company ~~(“Plan”)~~. Upon ceasing employment, the ~~Company~~ Plan pays the annual cost of health insurance coverage and provides continuing life insurance at the same level of coverage at the time of terminating employment with the Company. The Plan also provides a benefit to reimburse the retirees for certain out-of-pocket medical and/or health-related costs. The retirees’ benefits cease upon their death. The Plan is unfunded and the actuarially -determined projected postretirement benefit obligation was approximately $4,~~307~~121,000 and $4,~~262~~097,000 as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. Benefit costs for the three-month periods ended ~~September~~March 3031, ~~2024 and 2023~~2025, ~~were $74,000~~ and ~~$65,000 respectively. Benefit costs for the nine-month periods ended September 30,~~ 2024 ~~and 2023~~ were $~~220~~66,000 and $~~195~~73,000, respectively.

- 16 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7.	Shareholders’ Equity

	Nine-month Period Ended September 30, 2024
	Three Months Ended March 31, 2025
			Accumulated						~~Accumulated~~
			Capital in						Other									Total
			Other						Capital in									Total
	Common		Excess of			Retained			Comprehensive						Treasury			Shareholders'
	Retained		Comprehensive			Common			Excess of						Treasury			Shareholders'
(in thousands)	~~Stock~~Earnings		~~Par Value~~Loss			~~Earnings~~Stock			~~Loss~~Par Value			ESOT			Stock			Equity
December 31, 2023	$	525	$	14,617		$	12,954		$	(2,389	)	$	(56	)	$	(1,157	)	$	24,494
December 31, 2024	$	11,331	$	(2,059	)	$	526		$	14,828		$	-		$	(1,122	)	$	23,504
Retirement benefits adjustment		-		-17			-			19-			-			-			1917
Stock based compensation		-		44-			-			-34			-			1912			6346
Net Loss		-		-			(383	)		-			-			-			(383	)
Net Income		128		-			-			-			-			-			128
March 31, 2024	$	525	$	14,661		$	12,571		$	(2,370	)	$	(56	)	$	(1,138	)	$	24,193
March 31, 2025	$	11,459	$	(2,042	)	$	526		$	14,862		$	-		$	(1,110	)	$	23,695
Retirement benefits adjustment		-		-			-			20			-			-			20
Stock based compensation		-		101			-			-			-			12			113
Purchase of treasury shares		-		-			-			-			-			(21	)		(21	)
Net Income		-		-			556			-			-			-			556
June 30, 2024	$	525	$	14,762		$	13,127		$	(2,350	)	$	(56	)	$	(1,147	)	$	24,861
Retirement benefits adjustment		-		-			-			19			-			-			19
Stock based compensation		-		34			-			-			-			(25	)		9
Net Loss		-		-			(496	)		-			-			-			(496	)
September 30, 2024	$	525	$	14,796		$	12,631		$	(2,331	)	$	(56	)	$	(1,172	)	$	24,393

	Nine-month Period Ended September 30, 2023
	Three Months Ended March 31, 2024
				Accumulated						~~Accumulated~~
				Capital in						Other									Total
				Other						Capital in									Total
	Common			Excess of			Retained			Comprehensive						Treasury			Shareholders'
	Retained			Comprehensive			Common			Excess of						Treasury			Shareholders'
(in thousands)	~~Stock~~Earnings			~~Par Value~~Loss			~~Earnings~~Stock			~~Loss~~Par Value			ESOT			Stock			Equity
December 31, 2022	$	523		$	14,556		$	23,741		$	(2,337	)	$	(157	)	$	(1,214	)	$	35,112
December 31, 2023	$	12,954		$	(2,389	)	$	525		$	14,617		$	(56	)	$	(1,157	)	$	24,494
Retirement benefits adjustment		-			-19			-			13-			-			-			1319
Stock based compensation		-			17-			-			-44			-			2419			4163
Net Loss		-(383	)		-			~~(1,547~~-	)		-			-			-			(~~1,547~~383	)
March 31, 2023	$	523		$	14,573		$	22,194		$	(2,324	)	$	(157	)	$	(1,190	)	$	33,619
March 31, 2024	$	12,571		$	(2,370	)	$	525		$	14,661		$	(56	)	$	(1,138	)	$	24,193
Retirement benefits adjustment		-			-			-			12			-			-			12
Stock based compensation		1			14			-			-			-			18			33
Net Loss		-			-			(9,500	)		-			-			-			(9,500	)
June 30, 2023	$	524		$	14,587		$	12,694		$	(2,312	)	$	(157	)	$	(1,172	)	$	24,164
Retirement benefits adjustment		-			-			-			17			-			-			17
Stock based compensation		1			16			-			-			-			20			37
Net Loss		-			-			(205	)		-			-			-			(205	)
September 30, 2023	$	525		$	14,603		$	12,489		$	(2,295	)	$	(157	)	$	(1,152	)	$	24,013

- 17 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Earnings Per Share

Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding during the period. The weighted average number of common shares outstanding does not include any potentially dilutive securities or any unvested restricted shares of common stock. These unvested restricted shares, although classified as issued and outstanding, are considered forfeitable until the restrictions lapse and will not be included in the basic EPS calculation until the shares are vested. Diluted earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding during the period plus the number of shares of common stock that would be issued assuming all contingently issuable shares having a dilutive effect on the earnings per share were outstanding for the period. The dilutive effect of unvested restrictive stock is determined using the treasury stock method. However, if the assumed common shares are anti-dilutive, basic and diluted earnings per share are the same.

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
(in thousands)	~~2024~~2025			~~2023~~2024			~~2024~~			~~2023~~
(Loss) income from continuing operations	$	(453	)	$	182		$	(251	)	$	(3,926	)
Income (loss) from continuing operations	$	145		$	(366	)
Loss from discontinued operation		(4317	)		(~~386~~17	)		~~(72~~	)		~~(7,326~~	)
Net loss	$	(496	)	$	(204	)	$	(323	)	$	(11,252	)
Net income (loss)	$	128		$	(383	)
Weighted average common shares outstanding (basic and diluted)	2,508			2,472			2,503			2,465
Weighted average common shares outstanding (basic)		2,520			2,490
Unvested restricted stock (service-based) (antidilutive)		22			24			22			24
Unvested restricted stock		22			29
Basic and diluted (loss) earnings per share:
Weighted average common shares outstanding (diluted)		2,542			2,519
Continuing operations	$	(0.18	)	$	0.07		$	(0.10	)	$	(1.59	)
Basic and diluted income (loss) earnings per share:
Discontinued operation		(0.02	)		(0.16	)		(0.03	)		(2.97	)
Continuing operations	$	0.06		$	(0.15	)
Basic and diluted loss per share	$	(0.20	)	$	(0.09	)	$	(0.13	)	$	(4.56	)
Discontinued operation		(0.01	)		(0.01	)
Basic and diluted income (loss) per share	$	0.05		$	(0.16	)

Stock-Based Compensation

The Company’s 2022 Equity Incentive Plan (“Equity Plan”) was approved by the shareholders at the 2022 Annual Meeting of Shareholders. The Equity Plan allows for various types of awards (rights) to be granted, including incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards, cash awards, or any other equity-based awards. The total number of awards under the Equity Plan are limited to a maximum of 200,000 authorized common shares.

The Company’s executive compensation program established by the Board of Directors (Board) determines the type of awards available to the Company’s executives. The program consists of a cash incentive plan and a long-term incentive plan (“LTIP”) that are awarded annually. The LTIP includes service-based (restricted) share awards that vest annually over three years, and performance-based (restricted) share awards that cliff-vest based on the achievement of a financial metric over a specified three-year period.

On ~~March~~February 2619, ~~2024~~2025, 76,~~180~~ 493 service-based shares were granted to Company executives under the ~~2024~~2025-~~2026~~2027 LTIP Stock Award. ~~Additionally, on~~ On ~~January~~March 2926, 2024, 17,~~786~~180 service-based ~~shares~~ shares were granted into ~~connection~~Company ~~with~~executives under the ~~hiring of an executive officer, and vest after a one~~2024-~~year~~2026 ~~service period. On September 18, 2024, 1,905 of the~~ LTIP ~~shares~~Stock ~~and 1,786 of the shares related to the hiring were forfeited upon the resignation of the executive officer (3,691 total forfeited shares)~~Award.

The Company’s director compensation policy provides that non-employee directors receive a portion of their annual retainer in the form of restricted shares under the Equity Plan. These shares vest quarterly over a twelve-month service period, have voting rights, and any dividends declared and paid during the restricted period accrue and are paid upon vesting. The aggregate amount of expense to the Company, measured based on the grant date fair value, is recognized over the requisite service period. On May 10, 2024, an aggregate of 9,980 restricted shares were issued with a grant date fair value of $125,000. On August 8, 2024, the Board approved the full vesting of 1,996 restricted shares with a grant date fair value of $25,000 due to the death of a Board member, which was expensed during the third quarter.

- 18 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A summary of the status of restricted (service-based) share awards granted is presented below:

				Weighted Average
				Grant Date Fair
	Shares			Value
Service-Based Share Activity:
Unvested at December 31, 2023		22,448		$	11.45
Unvested at December 31, 2024		17,976		$	11.96
Granted in 2024		18,946		$	12.70
Granted in 2025		6,493		$	10.26
Forfeited in 2024		(3,691	)	$	13.29
Vested in 2025		(1,996	)	$	12.53
Vested in 2024		(15,799	)	$	11.80
Unvested at March 31, 2025		22,473		$	11.42
Unvested at September 30, 2024		21,904		$	11.97

Included in the ~~nine~~three-month periods ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024 is approximately $~~185~~46,000 and $~~111~~63,000, respectively, of stock-based compensation expense related to the service-based and director share awards. The Company has approximately $~~262~~169,000 of stock-based compensation expense related ~~to unvested~~ service-based shares to be recognized over the requisite service periods.

Restricted, performance-based share awards represent a right to receive a certain number of shares of common stock based on the achievement of corporate performance goals and continued employment during the performance period. Performance-based share awards granted to executives' vest at the end of a three-year period and are not issued until the performance period is complete and the metrics are achieved. Vested and issued shares may range from 0% to a maximum of 200% of targeted amounts depending on the achievement of performance measures at the end of a three-year period. The expected cost of the shares is based on the date of grant fair value and the Company’s assessment of the probability that the performance condition will be achieved at target (100%). Any related compensation expense is recognized when the probability is likely that the performance criteria will be achieved. Forfeitures are recognized as they occur. These awards may be settled in cash or shares of common stock at the election of the Company on the date of grant. It is the Company’s intent to settle performance-based share awards with shares of common stock.

On ~~March~~February 2619, ~~2024~~2025, 2119,~~541~~482, performance-based share ~~awards~~ awards (at target) were granted to Company executives under the ~~2024~~2025-~~2026~~2027 LTIP Stock Award at a grant date fair value of $1210.6326 per share,. ofOn March ~~which~~26, 52024,~~716~~ 21,541 performance-based share awards (at target) were ~~forfeited~~granted ~~on September~~to ~~18,~~Company ~~2024 upon~~executives under the ~~resignation~~2024-2026 LTIP Stock Award at a grant date fair value of ~~an executive~~$12.63 ~~officer~~per share. On December 13, 2023, 17,380 performance-based share awards (at target) were granted to Company executives under the 2023-2025 LTIP Stock Award at a grant date fair value of $11.50 per share.

A summary of the status of performance-based share awards granted is presented below:

				Weighted Average
				Grant Date Fair
	Shares			Value
Performance-Based Share Activity:
Unvested at December 31, 2023		17,380		$	11.50
Unvested at December 31, 2024		33,205		$	12.04
Granted in 2024		21,541		$	12.63
Granted in 2025		19,482		$	10.26
Forfeited in 2024		(5,716	)	$	12.63
Vested in 2025		-		$	-
Vested in 2024		-		$	-
Unvested at March 31, 2025		52,687		$	11.38
Unvested at September 30, 2024		33,205		$	12.04

No stock-based compensation expense related to performance-based share awards is included in the ~~nine~~three-month periods ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024, as the probability of achieving the financial metric required for vesting and issuance of the share awards is deemed not probable for the 2023-2025 ~~and~~ , 2024-2026, and 2025-2027 LTIP Stock Awards granted to executives. The maximum potential stock-based compensation expense for the performance-based share awards under the 2023-2025 ~~and~~ , 2024-2026, and 2025-2027 LTIP Stock Awards is approximately $~~800~~1,200,000.

8.	Income Taxes

The income tax expense in the Condensed Consolidated Statements of Operations is $0 for both the three- ~~and nine-~~month periods ended ~~September~~March 3031, ~~2024 compared to an income tax expense~~2025 ~~of $0~~ and ~~approximately $1~~2024,~~063,000 for~~ ~~the three- and nine-month periods ended September 30, 2023, respectively,~~ due to the valuation allowance recorded against the net deferred tax assets ~~as of September 30, 2024 and 2023~~. The valuation allowance was initially recorded ~~during~~in ~~the second quarter of~~ 2023 based on management’'s determination that it is more likely than not that the Company will not realize the net deferred tax assets in the future.

The effective tax rate ~~for the three- and nine-month periods ended September 30, 2024~~ is 0%, ~~compared to an effective tax rate of 0% and (10.4%)~~ for both the three- ~~and nine-~~month periods ended ~~September~~March 3031, ~~2023,~~2025 and ~~respectively~~2024. The difference between the statutory rate of 21% and the effective tax rate expense of 0% for both the three- ~~and nine-~~month periods ended ~~September~~March 3031, 2025 and 2024, is due to the valuation allowance recorded against the deferred tax assets, ~~(net)~~ as ~~of September 30, 2024~~noted.

- 19 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

9.	Commitments and Contingencies

In the course of its business, the Company is subject to a variety of claims and lawsuits that are inherently subject to many uncertainties regarding the possibility of a loss to the Company. Because litigation outcomes are inherently unpredictable, the Company’s evaluation of legal proceedings often involves a series of complex assessments by ~~Management~~management, after consulting with legal counsel, about future events and can rely heavily on estimates and assumptions. The Company carries liability insurance, subject to certain deductibles and policy limits, for such claims as they arise and may from time to time establish reserves for litigation that is considered probable of a loss. The Company does not accrue liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote.

~~During~~In November ~~2023~~2024, the Company ~~entered~~settled ~~into discussions with~~ a ~~particular~~dispute ~~customer~~related ~~regarding product liability costs and customer damages (“claim”) resulting from non-conforming product shipped~~ to the ~~customer~~terms ~~in prior years. Prior to 2023, the Company considered the risk~~ of ~~loss to be remote, however,~~ the ~~claim~~Former ~~was received from the customer and submitted to the Company’~~CEO's ~~insurance~~Employment ~~carrier~~Agreement ~~in 2024. The insurance carrier determined the claim was covered by insurance~~ for approximately $1570,000,~~000~~ payable ~~and~~annually ~~proceeds~~over ~~were~~four ~~received~~years ~~during~~beginning ~~the~~in January ~~second quarter~~2025. The ~~claim~~remaining liability of approximately $1459,000~~,000~~ is included in ~~accrued~~other current and long-term liabilities as of ~~June~~March 3031, ~~2024,~~2025. The ~~was~~settlement does ~~paid~~not toimpact the ~~customer~~ ~~in July~~post-retirement ~~2024,~~benefit ~~and~~obligations under the ~~claim~~Former ~~was~~CEO's ~~settled~~Employment Agreement.

On ~~December~~June 217, 2021, ~~the~~a ~~Company's~~Summons ~~former~~and ~~Chief~~Complaint ~~Executive~~was ~~Officer~~filed ~~("Former~~by ~~CEO")~~an ~~delivered~~employee ~~his~~in ~~Notice~~the Supreme Court of ~~Termination~~the ~~and~~State ~~alleged~~of ~~that~~New ~~the~~York, ~~Company~~County ~~breached~~of ~~the~~Erie, ~~terms~~against ofServotronics, Inc., the ~~Employment~~Servotronics ~~Agreement~~Board ~~between~~of ~~the~~Directors, The Ontario Knife Company and ~~the~~Kenneth ~~Former~~D. ~~CEO~~Trbovich by(collectively, ~~among others, placing~~ the ~~Former~~“Defendants”). ~~CEO~~The onComplaint ~~paid~~alleges ~~administrative~~certain ~~leave~~violations ~~in June~~under ~~2021~~the ~~pending~~New anYork ~~internal~~Human ~~investigation.~~Rights ~~On December~~Law ~~22,~~by ~~2021,~~ the ~~Board~~Defendants ofrelating ~~Directors~~to ~~accepted~~ the ~~Former CEO'~~employee’s ~~resignation~~employment ~~from~~by the Company ~~but~~as ~~rejected~~well ~~his~~as ~~request~~intentional toand ~~treat~~negligent ~~his~~infliction ~~resignation~~of asemotional ~~resignation~~distress. ~~for~~The ~~good~~Complaint ~~reason~~also ~~under~~alleges ~~Paragraph~~certain 10purported ofderivative ~~his~~causes ~~Employment~~of ~~Agreement.~~action ~~The~~against ~~Board~~all ~~also determined~~Defendants, ~~based~~including onbreach ~~the findings~~ of ~~its~~fiduciary ~~investigation~~duties, ~~that~~fraud ~~the~~and ~~Former~~corporate ~~CEO~~waste. ~~committed~~The ~~willful~~Complaint ~~malfeasance~~seeks monetary damages in ~~violation~~an ofamount ~~his~~not ~~Employment~~less ~~Agreement~~than $5,000,000 ~~and~~with ~~that~~respect ~~such~~to ~~willful~~the ~~malfeasance~~direct ~~would~~causes ~~have~~of ~~justified~~action ~~termination~~and ofequitable ~~employment~~relief ~~pursuant~~with respect to ~~Paragraph~~the 9purported ofderivative ~~the~~causes ~~Employment~~of ~~Agreement,~~action. ~~but~~The ~~for~~Defendants ~~his~~filed ~~earlier~~a ~~resignation. The~~motion ~~Former~~to ~~CEO~~dismiss ~~claims~~the ~~that~~Complaint heon August is6, ~~entitled~~2021. toOn January a13, ~~severance~~2022, ~~payment~~the ~~equal~~Defendants’ motion to ~~2.99~~dismiss ~~times~~was ~~his~~granted, ~~average~~in ~~annual~~part, ~~compensation~~and asdenied, ~~set~~in ~~forth~~part. This litigation is still in ~~the~~its ~~Employment~~earliest ~~Agreement,~~stages. ~~plus~~The ~~the~~Company ~~reimbursement~~is ofinsured ~~certain~~for ~~expenses~~such ~~and~~matters in the ~~value~~amount of ~~any~~$3 ~~lost~~million ~~benefits.~~with ~~In September~~a ~~2024~~retention of $250,000 ~~mediation~~for ~~efforts~~defense ~~between~~costs. During 2023, the Company ~~and~~met the ~~Former~~retention ~~CEO~~amount, ~~resulted~~so indefense acosts ~~good-faith~~are ~~agreement~~covered inby ~~principle~~insurance. ~~for~~Additionally, ~~settlement~~there ofis ~~the~~an ~~dispute between~~excess ~~the~~coverage ~~two~~policy ~~parties,~~for ~~which~~$3 ismillion ~~expected~~that toconsiders bethe ~~executed~~retention ~~prior~~payment tofrom the ~~end~~primary ofinsurance ~~2024. The~~policy ~~agreement~~as isthe ~~anticipated~~excess to$3 ~~settle~~million ~~all~~retention. ~~matters~~Based ~~previously~~on ~~noted for~~the ~~approximately~~information ~~$570,000. The~~known ~~settlement~~by ~~agreement~~the ~~does~~Company ~~not~~as ~~impact~~of the ~~post-retirement~~date ~~benefits~~of ~~under~~this filing, the ~~employment~~Company ~~agreement.~~does Asnot itconsider isthe ~~probable~~risk ~~that~~of aloss ~~liability~~to ~~will~~ be ~~realizable~~probable and ~~the~~is ~~settlement~~unable isto ~~estimable,~~reasonably aor ~~contingent~~accurately ~~liability~~estimate ofthe ~~$570,000~~likelihood ~~has~~and ~~been~~amount ~~recorded~~of ~~with~~any ~~respect~~liability tothat may ~~this~~be ~~matter~~realized as a result of ~~September~~ ~~30,~~this ~~2024~~litigation. ~~This~~ ~~legal~~Accordingly, ~~settlement cost~~no isloss ~~reflected~~has asbeen arecognized ~~separate~~in ~~component~~the ofaccompanying ~~operating~~financials ~~costs~~statements ~~for~~related ~~the~~to ~~three-~~this ~~and~~litigation. ~~nine-month periods~~The ~~ended September~~Company ~~30,~~is ~~2024~~vigorously defending against this litigation.

There are no other legal proceedings currently pending by or against the Company that would have a material adverse effect on the business, cash flow, or earnings of the Company.

10.

Customer and Supplier Concentration

The Company’s revenues include significant concentration from a limited number of customers. Customer concentration for the three-month periods ended March 31, 2025 and 2024 included customers A, B, C, and D, which collectively accounted for approximately 84% and 86% of revenues, respectively. While the Company continues to pursue diversification of its customer base, the loss of, or significant reduction in business from, any of these major customers could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows. The Company routinely assesses its relationships with major customers, including creditworthiness, market conditions, and competitive pressures, to mitigate risks associated with customer concentration. Despite these efforts, there can be no assurance that the Company will successfully reduce its dependence on any single customer in the future. The Company's foreign sales for the three-month periods ended March 31, 2025 and 2024 were approximately $3,460,000 and $2,660,000, respectively, and constitute a substantial part of the Company’s revenue.

The Company relies on a variety of suppliers for the procurement of raw materials, components, and services necessary for its operations. For the period ended March 31, 2025, no single supplier accounted for 10% of purchases. For the period ended March 31, 2024, supplier concentration included purchases from one supplier, accounting for approximately 10% of total purchases. While the Company actively manages its relationships with suppliers and seeks to diversify its supplier base, a disruption in the supply of goods or services from this major supplier could have a material adverse effect on the Company's operations and financial results. To mitigate the risks associated with supplier concentration, the Company engages in ongoing efforts to identify alternative sources of supply, assess supplier reliability and performance, and negotiate favorable contractual terms where feasible. However, there can be no assurance that the Company will be successful in reducing its dependence on any single supplier or mitigating the impact of supplier-related risks in the future.

11.

Segment Information

The Company designs and manufactures high-performance servo valves, including torque motors, hydraulic, and pneumatic valves. Its products are sold to commercial aerospace, government, medical, and industrial markets. The Company holds long-term contracts with prime defense contractors of the United States Government for military programs and original equipment manufacturers for commercial programs. During the three-month periods ended March 31, 2025, and March 31, 2024, domestic revenue accounted for approximately 70% and 75%, respectively, of total revenue, while revenue from international markets contributed the remaining portion. The Company manages its business activities on a consolidated basis and operates as one reportable segment.

The Company's Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM evaluates the Company’s performance and allocates resources based on long-term strategic objectives, operational results, and financial forecasts. Key performance metrics utilized by the CODM include revenue, gross profit, and operating profit (loss) as stated on the face of the financials and serve as a primary measure for assessing the overall business performance and tracking budget versus actual results. Employee compensation and benefits includes wages, retirement benefits, medical costs, and other employee-related expenses that are part of cost of goods sold and operating expenses as shown below. Other costs of goods sold include, but are not limited to, material costs, temporary labor costs, insurance, and manufacturing overhead costs consisting of utilities, supplies and facility expenditures. Professional & legal expenses include, but are not limited to, outside counsel and legal settlement costs, consulting, and accounting and tax-related service fees. Other operating expenses include, but are not limited to, insurance, Board fees, IT, marketing, and R&D costs.

	*Three Months Ended*
(in thousands)	*March 31, 2025*		*March 31, 2024*

Revenue	$	11,703	$	10,446

Compensation & benefits		4,998		4,818
Other costs of goods sold		4,345		3,893
Total costs of goods sold		9,343		8,711

Gross profit		2,360		1,735

Compensation & benefits		1,151		1,155
Professional & legal		429		255
Other operating expenses		538		608
Total operating expenses		2,118		2,018

Operating income (loss)	$	242	$	(283	)

- 20 -

Table of Contents

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On June 7, 2021, a Summons and Complaint was filed by an employee in the Supreme Court of the State of New York, County of Erie, against Servotronics, Inc., the Servotronics’ Board of Directors, The Ontario Knife Company and Kenneth D. Trbovich (collectively, the “Defendants”). The Complaint alleges certain violations under the New York Human Rights Law by the Defendants relating to the employee’s employment by the Company as well as intentional and negligent infliction of emotional distress. The Complaint also alleges certain purported derivative causes of action against all Defendants, including breach of fiduciary duties, fraud and corporate waste. The Complaint seeks monetary damages in an amount not less than $5,000,000 with respect to the direct causes of action and equitable relief with respect to the purported derivative causes of action. The Defendants filed a motion to dismiss the Complaint on August 6, 2021. On January 13, 2022, the Defendants' motion to dismiss was granted, in part, and denied, in part. The Company is insured for such matters in the amount of $3 million with a retention of $250,000 for defense costs. During 2023, the Company met the retention amount, so defense costs are covered by insurance. Additionally, there is an excess coverage policy for $3 million that considers the retention payment from the primary insurance policy as the excess $3 million retention. Based on the information known by the Company as of the date of this filing, the Company does not consider the risk of loss to be probable and is unable to reasonably or accurately estimate the likelihood and amount of any liability that may be realized as a result of this litigation. Accordingly, no loss has been recognized in the accompanying Condensed Consolidated Financial Statements related to this litigation. The Company is vigorously defending against this litigation.

There are no other legal proceedings currently pending by or against the Company other than litigation incidental to the business which is not expected to have a material adverse effect on the business or earnings of the Company.

10. Customer and Supplier Concentration

The Company's revenue includes significant concentration from a limited number of customers representing approximately 88% of revenue for both the three- and nine-month periods ended September 30, 2024 compared to 92% and 90% for the three- and nine-month periods ended September 30, 2023, respectively. While the Company continues to pursue diversification of its customer base, the loss of, or significant reduction in business from, any of these major customers could have a material adverse effect on the Company's financial condition, results of operations, and cash flows. The Company routinely assesses its relationships with major customers, including creditworthiness, market conditions, and competitive pressures, to mitigate risks associated with customer concentration. Despite these efforts, there can be no assurance that the Company will successfully reduce its dependence on any single customer in the future.

The Company relies on a variety of suppliers for the procurement of raw materials, components, and services necessary for its operations. While the Company actively manages its relationships with suppliers and seeks to diversify its supplier base, a disruption in the supply of goods or services from a major supplier could have a material adverse effect on the Company's operations and financial results. To mitigate the risks associated with supplier concentration, the Company engages in ongoing efforts to identify alternative sources of supply, assess supplier reliability and performance, and negotiate favorable contractual terms where feasible. However, there can be no assurance that the Company will be successful in reducing its dependence on any single supplier or mitigating the impact of supplier-related risks in the future. During the three- and nine-month periods ended September 30, 2024, there were no purchases for products derived from one supplier greater than 10% of total vendor purchases compared to 11% and 10% from one supplier for the three- and nine-month periods ended September 30, 2023, respectively.

- 21 -

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview

The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and the related notes appearing elsewhere in this report.

The discussion and analysis contain forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements due to many known and unknown risks and uncertainties described elsewhere in this report.

Business Overview ~~& Environment~~

We design and manufacture high performance servo-valves ("servo-control business") and are a strategic partner in the aerospace industry,. Our servo-control valves playing a key role in supporting ~~the~~manufacturing ~~growth~~ of commercial airplanes, including ~~narrow~~narrowbody ~~body~~ and widebody aircraft and business jets. We have long-term customer contracts resulting from being a trusted partner in safety-critical, high-temperature, and high-vibration environments. Our ~~servo-control components and advanced technology~~ products are sold to the commercial aerospace, government, medical, and industrial markets. Through strong industry partnerships, innovative product offerings, and a commitment to excellence, we aim to maintain our leadership position and capitalize on emerging opportunities in the dynamic commercial aerospace landscape, as well as the other markets.

AsThe ~~disclosed~~Company inestablished ~~Note~~its 1 of the Condensed Consolidated Financial Statements, we divested the OKC operations and exited the CPG business segment during 2023. This divestiture represented a strategic shift, and we realigned our corporate and management reporting structure to focus solely on the servo-control ~~components~~ business and ~~other~~organized ~~advanced~~its ~~technology~~business ~~products~~into as a single reportable segment. This segment structure reflects the financial information and reports used by our ~~Management team~~management, specifically the Chief Executive Officer. Therefore, the management discussion and analysis below pertain only to the results of ~~operations~~our servo-control ofbusiness, ~~our~~the continuing operations, unless otherwise noted.

Commercial Aerospace Market

The commercial aerospace market, ~~characterized~~while bystill ~~its~~recovering ~~dynamic~~from ~~nature,~~supply ischain ~~witnessing~~disruptions, ~~unprecedented~~has ~~growth~~shown signs ~~driven~~of byprogress ~~increased global travel demands. We are deeply involved in providing cutting-edge solutions~~ and ~~components~~increased tocertainty ~~meet the evolving needs~~ of ~~aerospace~~airframe manufacturers' ~~and~~plane ~~operators worldwide~~deliveries. ~~Our~~In ~~strategic~~addition, ~~focus~~the ~~within~~industry ~~this~~continues ~~market~~to ~~encompasses~~benefit ~~developing~~from ~~and~~strong ~~supplying~~demand ~~advanced~~for ~~materials~~air travel, ~~components~~ongoing fleet modernization, and ~~systems~~advances ~~that~~in ~~enhance~~ aircraft ~~performance,~~design ~~efficiency,~~ and ~~safety~~production. ~~The~~ ~~commercial~~Although ~~aerospace~~ industry’s ~~ability~~challenges toremain, ~~meet~~their ~~the~~impact ~~significant~~has ~~travel demand~~begun isto ~~currently~~ease. ~~hindered~~Commercial byairplane ~~supply chain issues~~deliveries asfrom ~~well~~original asequipment ~~ongoing~~manufacturers ~~challenges~~are ~~with~~stabilizing, ~~supply of parts~~ and ~~people~~previously ~~constraints.~~elevated Weinventory ~~have~~levels, ~~been~~customer rescheduling, and ~~continue~~delivery todeferrals ~~be,~~are ~~challenged~~showing bysigns ~~these~~of ~~same~~improvement ~~factors,~~and aspositivity ~~noted~~impacted in our ~~Management~~results ~~Summary~~for the first quarter of 2025.

- 2221 -

Table of Contents

~~Marketing~~Business Development Strategy

Our ~~marketing~~business development strategy focuses on expanding business in primary markets, such as commercial aviation, while exploring new opportunities in markets like energy and industrials as part of our growth strategy. This approach capitalizes on our technology and expertise in applications for our servo~~-controls~~ ~~and other advanced technology products~~valves, meeting the expanding demands of these sectors.

Furthermore, our strategy includes expanding our services in the defense sector, strategically aligning with the increasing demand for modernizing and renewing military fleets. We actively collaborate with Tier 2 Defense Contractors by providing essential components for various defense applications. In doing so, we contribute critical components to military platforms that require the highest levels of precision and reliability. By expanding our services in the defense sector, we are diversifying our portfolio and reinforcing our commitment to excellence across a wide range of aerospace applications. This balance between our commercial and defense activities positions us to strategically leverage growth opportunities in both areas due to our reputation for delivering unparalleled quality in the most challenging environments.

Management’s Discussion and Analysis

The first quarter of 2025 marked a solid start to 2025 for the Company, reflecting improved industry conditions and the successful execution of our strategic initiatives designed to develop long-term sustainable growth and profitability. We experienced a notable increase in revenue, driven by robust demand in both commercial and defense sectors. Gross profit margins continued to improve, benefiting from enhanced operational efficiencies and a more favorable product mix. While Selling, General & Administrative (SG&A) expenses rose slightly due to expenses associated with the engagement of an investment bank to review strategic alternatives for the Company, as well as proxy solicitation costs, our disciplined operating cost management ensured that operating income expanded at a healthy rate. Net income also saw a substantial uptick, supported by improved operating performance and a stable interest rate environment.

Results of Operations

The following table compares the Company’s Consolidated Statements of Operations data for the three- ~~and nine-~~month periods ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024:

	Three Months Ended September 30,
	Three Months Ended March 31,
(dollars in thousands)	~~2024~~2025						~~2023~~2024						~~2024~~2025 vs ~~2023~~2024
						%						%	$					%
	Dollars			Sales			Dollars			Sales			Change			Change
Revenues	$	1211,~~430~~703			100.0	%	$	1110,~~582~~446			100.0	%	$	~~848~~1,257			712.30	%
Cost of goods sold		10,162			81.8	%		9,083			78.4	%		1,079			11.9	%
Costs of goods sold		9,343			79.8	%		8,711			83.4	%		632			7.3	%
Gross profit		2,~~268~~360			1820.2	%		21,~~499~~735			2116.6	%		~~(231~~625	)		(936.20	)%
Selling, general and administrative		12,~~979~~118			1518.91	%		2,~~219~~018			19.23	%		~~(240~~100	)		~~(10~~5.80	)%
Legal settlement		570			4.6	%		-			0.0	%		570			100.0	%
Operating income (loss)		242			2.1	%		(283	)		(2.7	)%		525			185.5	%
Operating (loss) income		(281	)		(2.3	)%		280			2.4	%		(561	)		200.4	%
Interest & other expense, net		97			0.8	%		83			0.8	%		14			16.9	%
Other expenses		172			1.4	%		98			0.8	%		74			75.5	%
Income (loss) before income taxes		145			1.2	%		(366	)		(3.5	)%		511			139.6	%
(Loss) income before income taxes		(453	)		(3.6	)%		182			1.6	%		(635	)		(348.9	)%
Income taxes		-			0.0	%		-			0.0	%		-			0.0	%
(Loss) income from continuing operations	$	(453	)		(3.6	)%	$	182			1.6	%	$	(635	)		(348.9	)%
Income (loss) from continuing operations	$	145			1.2	%	$	(366	)		(3.5	)%	$	511			139.6	%

	Nine Months Ended September 30,
(dollars in thousands)	2024						2023						2024 vs 2023
				%						%			$			%
	Dollars			Sales			Dollars			Sales			Change			Change
Revenues	$	35,149			100.0	%	$	31,291			100.0	%	$	3,858			12.3	%
Cost of goods sold		28,083			79.9	%		26,252			83.9	%		1,831			7.0	%
Gross profit		7,066			20.1	%		5,039			16.1	%		2,027			40.2	%
Selling, general and administrative		6,394			18.2	%		7,663			24.5	%		(1,269	)		(16.6	)%
Legal settlement		570			1.6	%		-			0.0	%		570			100.0	%
Operating income (loss)		102			0.3	%		(2,624	)		(8.4	)%		2,726			103.9	%
Other expenses		353			1.0	%		239			0.8	%		114			47.7	%
(Loss) before income taxes		(251	)		(0.7	)%		(2,863	)		(9.1	)%		2,612			91.2	%
Income taxes		-			0.0	%		(1,063	)		(3.4	)%		1,063			(100.0	)%
(Loss) from continuing operations	$	(251	)		(0.7	)%	$	(3,926	)		(12.5	)%	$	3,675			93.6	%

- 22 -

- 23 -

Table of Contents

Revenue

~~Revenue~~For ~~for~~ the three-month period ended ~~September~~March 3031, ~~2024~~2025, our revenue increased by approximately $~~848~~1,257,000, or 712.30%, compared to the same period in ~~2023~~2024. This growth was driven by ~~an increase~~price inincreases ~~volume~~ of approximately $~~467~~451,000 and ~~price~~volume increases of approximately $~~401~~763,000, partially offset by unfavorable ~~product~~ sales mix of approximately $~~(20~~32,000). ~~Our~~Foreign ~~foreign~~ sales ~~were~~reached approximately $3,~~209~~460,000 for the three-month period ended ~~September~~March 3031, ~~2024~~2025 compared to $32,~~652~~660,000 for the same period in ~~2023~~2024, ~~a decrease~~an increase of approximately $~~(443~~800,000), or ~~(12~~30.1)%.

~~Revenue~~Our ~~for the nine~~double-~~month~~digit ~~period~~growth ~~ended~~in ~~September~~revenue ~~30, 2024 increased by approximately $3,858,000, or 12.3%,~~ compared to the same period in ~~2023.~~2024 ~~This~~reflects ~~was driven by an~~the ~~increase~~strong instart ~~volume~~to ofthe ~~approximately $2,980,000~~year ~~and~~for ~~price~~some ~~increases~~ of ~~approximately~~our ~~$1,019,000,~~largest ~~partially offset by unfavorable product mix of approximately $(140,000)~~customers. ~~Our~~ ~~foreign~~This ~~sales~~momentum ~~were $8,968,000~~supports ~~for~~a ~~the~~positive ~~nine-month~~outlook ~~period ended September 30, 2024 compared to $8,763,000~~ for ~~the~~sustained ~~same~~revenue ~~period in 2023, a~~ growth ofthrough ~~approximately $205,000, or 2~~the year.~~3%.~~

The significant revenue growth over prior year is reflective of our successful focus on supporting our strong customer demand, notwithstanding reforecasting challenges that began during the third quarter of 2024 and are expected to continue through the remainder of the year. Our lower foreign sales for the quarter were a function of sales mix, however, our foreign sales for the year to date continue to constitute a substantial part of our overall revenue stream and can be attributed to the amplified demand for our products/services.

Gross Profit/Margin

Gross profit ~~decreased~~increased approximately $~~231~~625,000, or 936.20%, for the three-month period ended ~~September~~March 3031, ~~2024~~2025 when compared to the same period in ~~2023resulting~~2024 resulting in a gross margin of 1820.2% ~~in the 2024 period,~~when compared to a margin of 2116.6% for the same period in ~~2023~~2024.

~~Gross~~The gross profit ~~increased~~growth ~~approximately~~was driven ~~$2,027,000,~~primarily by orhigher ~~40.2%,~~volume ~~for~~and ~~the~~price ~~nine-month~~increases. The ~~period ended September 30, 2024 when compared to the same period in 2023, resulting in a~~ gross margin ~~of 20.1%~~improvement ~~in the~~was ~~2024~~driven ~~period,~~by ~~compared~~price toand aimproved ~~margin~~operational ofefficiencies, ~~16.1% for~~slightly ~~the~~offset ~~same~~by ~~period~~unfavorable inproduct ~~2023~~mix.

The gross profit and gross margin for the quarter were negatively impacted by unfavorable product mix and higher overhead costs due to fewer research & development (R&D) project costs when compared to the prior year. These were partially offset by product liability costs recorded for a specific customer claim in the prior year. The improvements in gross profit and gross margin for the year were positively impacted by price increases, higher production volumes, and improved labor utilization, when compared to prior year. These improvements were partially offset by unfavorable product mix and overhead costs resulting from lower R&D project costs in the current year.

Selling, General and Administrative ("SG&A")

SG&A expenses for the three-month period ended ~~September~~March 3031, ~~2024~~2025 of approximately $12,~~979~~118,000 ~~decreased~~increased $~~240~~100,000, or 105.80%, when compared to $2,~~219~~018,000 during the same period in ~~2023~~2024. SG&A expenses as a percentage of revenue ~~are 15~~were 18.91% for the three-month period ended ~~September~~March 3031, ~~2024~~2025 compared to 19.23% for the same period in ~~2023~~2024.

~~SG&A expenses~~The ~~for~~increase ~~the~~was ~~nine-month~~driven ~~period~~by ~~ended~~higher professional and legal fees related to the ~~September~~incremental ~~30,~~cost ~~2024~~of investment bank advisory services for our review of ~~approximately $6,394,000 decreased $1,269,000,~~strategic oralternatives ~~16.6%,~~and ~~when~~increased ~~compared~~legal ~~to $7,663,000~~and ~~during~~proxy solicitation costs associated with the ~~same~~2025 ~~period~~annual inmeeting ~~2023~~of shareholders. ~~SG&A~~ ~~expenses~~The ascompany’s arevenue ~~percentage~~growth ofoutpaced ~~revenue~~expense ~~are~~growth, ~~18.2% for~~demonstrating ~~the~~our ~~nine-month~~continued ~~period~~progress ~~ended September~~in ~~30,~~managing ~~2024~~operating ~~compared~~leverage ~~to 24.5%~~and ~~for~~supporting ~~the~~long-term ~~same~~profitability, ~~period~~resulting in ~~2023~~lower operating expenses as a percentage of revenue.

~~The SG&A expense~~Operating ~~decrease for~~Income the quarter is attributable to lower R&D project costs and higher legal costs when compared to the prior year. The improvement in SG&A expense for the year is also driven by lower R&D project costs and professional and legal costs due to the significant, non-recurring bank refinancing, proxy contest and corporate restructuring charges in the prior year. The SG&A expense as a percentage of revenue in the current year is more aligned with our expectations of standard business operations and cost containment efforts when compared to the prior year.(Loss)

~~Legal~~Operating ~~Settlement~~income of approximately $242,000 for the three-month period ended March 31, 2025 improved by approximately $525,000 when compared to operating loss of ($283,000) during the same period in 2024.

~~Legal~~This ~~settlement expense~~ improvement was ~~approximately~~primarily ~~$570,000 the three-~~driven ~~and~~by ~~nine-month periods ended September 30, 2024 compared to $0 during~~ the ~~same~~revenue ~~period in~~and ~~2023and~~gross isprofit ~~attributable to~~growth ~~the expected~~combined ~~settlement agreement related to employment contract disputes~~ with ~~a former officer~~ ofgross ~~the~~margin ~~Company~~improvement ~~prior~~and tocost ~~the end of year~~management. ~~As this expense is nonroutine in nature, it is shown as a separate component of operating costs in the current year.~~

~~Operating~~Interest ~~(Loss)~~and ~~Income~~Other Expense

~~Operating~~For ~~loss of approximately $(281,000) for~~ the three-month period ended ~~September~~ 30March 31, ~~2024~~2025, other interest and other expense ~~declined~~ increased by approximately $~~(561~~14,000), ~~when~~or 16.9%, compared to ~~operating income of $280,000 during~~ the same period in ~~2023~~2024.

~~Operating income~~The ofincrease in ~~approximately~~interest ~~$102,000 for~~and ~~the~~other ~~nine-month~~expense ~~period~~was ~~ended September~~driven ~~30,~~by ~~2024~~higher ~~improved~~utilization byof ~~approximately~~our ~~$2,726,000 when~~asset-based ~~compared~~line of credit to ~~the~~support ~~operating~~working ~~loss~~capital ofneeds ~~$(2,624,000) during~~following ~~the~~lower ~~same~~sales ~~period~~volumes in ~~2023~~the prior quarter.

The operating loss for the quarter was driven by the legal settlement costs, combined with unfavorable product mix and higher manufacturing costs. This was partially offset by lower SG&A expense in the current year and product liability costs incurred in the prior year. The significant improvement in operating income for the year when compared to the prior year is due to double -~~digit~~ ~~revenue~~23 ~~and gross profit growth, gross margin improvement driven by higher production output and utilization, and lower operating costs.~~-

Other Expense

For the three-month period ended September 30, 2024, other expense increased by approximately $74,000, or 75.5%, compared to the same period in 2023.

For the nine-month period ended September 30, 2024, other expense increased by approximately $114,000, or 47.7%, compared to the same period in 2023.

The increase in interest and other expense the quarter was driven primarily by the annual facility fee for our asset-based line of credit that did not occur in the prior year. The increase for the nine months was due to the annual facility fee incurred in the quarter and higher interest rates in the current year when compared to the prior year.

- 24 -

Table of Contents

Income (Loss) ~~Income~~ from Continuing Operations before Income Taxes

For the three-month period ended ~~September~~March 3031, ~~2024~~2025, ~~loss~~income from continuing operations before income taxes was $~~(453~~145,000), aan ~~decrease~~increase of approximately $~~(635~~511,000), or ~~(348~~139.9)6%, compared to ~~income~~ loss from continuing operations before income taxes of ($~~182~~366,000) during the same period in ~~2023~~2024.

~~For~~Our Company ~~the nine-month period ended~~achieved ~~September~~profitability from ~~30,~~continuing ~~2024,~~operations ~~loss~~ before income taxes, ~~was~~representing ~~$(251,000),~~a ansignificant ~~increase of~~improvement ~~approximately~~compared ~~$2,612,000,~~to orthe 91same period in 2024.~~2%,~~ ~~compared~~This toturnaround awas ~~loss~~primarily ~~before~~driven ~~income~~by ~~taxes~~higher ofrevenue, ~~$(2~~stronger operating performance,~~863,000)~~ and improved cost management. While interest expense was ~~during~~higher, ~~the~~operating ~~same~~income ~~period~~more inthan ~~2023~~offset this impact.

The loss before taxes for the quarter was due to the operating loss and higher interest and other expense, as noted above. The significant improvement in loss before taxes was due to the operating income for the year, as noted above.

Income Taxes

No There was no income tax expense ~~was~~ recorded infor the ~~quarter~~three-month ~~for~~periods ~~the~~ended ~~current~~March ~~and~~31, ~~prior~~2025, ~~year~~and 2024, asresulting ~~the~~in an effective tax ~~benefit~~rate ~~related~~of to0% ~~the~~for ~~pretax loss~~both isthree-month ~~considered~~periods. aAs ~~deferred~~of ~~tax~~March ~~asset~~31, 2025, and 2024, the Company had recorded a full valuation allowance ~~has been established~~ against deferred tax assets~~. Consistent~~ ~~with~~to the ~~current~~extent ~~quarter,~~they noare ~~tax~~not ~~expense~~able ~~was~~to ~~recorded~~be ~~for~~offset ~~the~~by ~~current~~future ~~year,~~reversing ~~however,~~temporary ~~tax~~differences. ~~expense~~The Company will continue to evaluate the realizability of ~~approximately~~our ~~$1,063,000~~deferred ~~was~~tax ~~recorded~~assets inbased ~~the~~upon ~~prior~~reported ~~year~~pretax ~~due~~income toand ~~the~~projected ~~recording~~future oftaxable ~~the~~income. See also ~~valuation~~Note ~~allowance~~8, as“Income ~~noted~~Taxes,” for further discussion.

~~The~~Income ~~Company’s effective tax rate was 0.0% for the three-month periods ended September 30, 2024 and 2023, respectively. The Company’s effective tax rate was 0.0% and~~ (~~10.4%~~Loss) ~~for the nine-month periods ended September 30, 2024 and 2023, respectively.~~ ~~The~~from ~~difference~~Continuing ~~between~~Operations ~~the~~net ~~effective tax rates and the statutory rate~~ of 21.0% in the current and prior year reflects the impact of a full valuation allowance against the deferred tax assets. See also Note 8, Income Taxes, of the accompanying Condensed Consolidated Financial Statements, for information concerning income taxes.Tax

~~Loss~~Income from continuing operations of $145,000 for the three-month period ended March 31, 2025 improved by approximately $511,000 when compared to loss from continuing operations of (~~Income~~$366,000) ~~from~~for ~~Continuing~~the ~~Operations~~same ~~net~~period ofin ~~Tax~~2024 due to the reasons noted above.

~~Loss from continuing operations of $(453,000) for the three~~ -~~month~~ ~~period~~24 ~~ended September 30, 2024 declined by approximately $(635,000) when compared to income from continuing operations of $182,000 for the same period in 2023 due to the reasons noted above.~~-

Loss from continuing operations of $(251,000) for the nine-month period ended September 30, 2024 improved by approximately $3,675,000 when compared to the loss from continuing operations of $(3,926,000) for the same period in 2023 due to the reasons noted above.

Loss from Discontinued Operation

Loss from discontinued operation, net of tax, of $(43,000) for the three-month period ended September 30, 2024 improved by approximately $343,000 when compared to the loss from discontinued operation of $(386,000) for the same period in 2023, as wind-down costs associated with the OKC operations and divestiture costs related to the CPG business segment are substantially complete when compared to the prior quarter.

Loss from discontinued operation, net of tax, of $(72,000) for the nine-month period ended September 30, 2024 improved by approximately $7,254,000 when compared to the loss from discontinued operation of $(7,326,000) for the same period in 2023, as wind-down costs associated with the OKC operations and divestiture costs related to the CPG business segment are substantially complete when compared to the prior year.

- 25 -

Table of Contents

Liquidity and Capital Resources

	Nine-Month Periods Ended September 30,
	Three Months Ended March 31,
(in thousands)	~~2024~~2025			~~2023~~2024
CASH FLOW DATA:
Net Cash Flows from:
Operating Activities	$	11(1,589	)	$	~~(4,908~~413	)
Investing Activities	$	(~~933~~52	)	$	(~~606~~152	)
Financing Activities	$	1,~~045~~598		$	~~1,663~~(94	)
Discontinued Operation Activities	$	(~~172~~31	)	$	~~347~~(126	)
FINANCIAL POSITION:
Working Capital	$	21,~~845~~078		$	2021,~~795~~481
CAPITAL EXPENDITURES:	$	(~~958~~69	)	$	(~~606~~152	)

Operating Activities:

Cash ~~provided~~used by operating activities of ($111,589,000) for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2024~~2025 represents ana decrease ~~increase~~ in cash flow from operations of ($42,~~919~~002,000) when compared to cash ~~the~~provided ~~cash~~by ~~use~~operations of $(4413,~~908,~~000) during the same period in ~~2023~~2024. The ~~source~~ use of cash in the current ~~year~~ period is due primarily to the increase in accounts ~~payable~~ receivable offset by ana ~~increase~~slight decrease in inventories ~~to support higher production output~~. The ~~use~~ source of cash in the prior year was due primarily to ~~significant~~a decrease ~~operating~~in ~~losses~~accounts ~~and~~receivable partially offset by an increase in ~~accounts receivable~~inventory.

We had working capital of approximately $21,~~845~~078,000 and $2021,~~795~~481,000 as of ~~September~~March 3031, ~~2024~~2025 and ~~September~~March 3031, ~~2023~~2024, respectively, of which approximately $~~196~~187,000 and $~~308~~286,000 as of ~~September~~March 3031, ~~2024~~2025 and ~~September~~March 3031, ~~2023~~2024, respectively, was comprised of cash and restricted cash. The slight increase in working capital is due primarily to higher ~~inventory~~accounts ~~levels~~receivable, toas ~~support~~noted ~~our~~above, ~~production~~mostly ~~output~~offset by higher line of credit and ~~revenue~~ ~~growth~~accounts payable.

Investing Activities:

We used approximately $(~~933~~52,000) for investing activities during the ~~nine~~three-month period ended ~~September~~March 3031, ~~2024~~2025, and used approximately $(~~606~~152,000) during the same period in ~~2023~~2024. The investing activities were used for capital expenditures (machinery and equipment and building improvements).

Financing Activities:

Cash provided by financing activities of $1,~~045~~598,000 was driven primarily by advances from our line of credit (net of payments) of approximately $1,~~066~~598,000 during the ~~nine~~three-month period ended ~~September~~March 3031, ~~2024~~2025. Our primary ~~source~~ use of cash of approximately ($194,~~663,~~000) for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2023~~2024 was due to ~~advances~~payments ~~from~~on ~~our~~ the line of credit (net of ~~payments~~borrowings) ~~of approximately $2,164,000, partially offset by the payment of our equipment loans of approximately $(501,000)~~.

-Our 26primary - sources of liquidity are the cash generated from our operations and the cash available from our $7,000,000 credit facility. As of March 31, 2025, our collateral base and eligible accounts receivable supported additional funding capability of approximately $3,000,000 from the credit facility. In addition, all covenant requirements were met as of March 31, 2025. Refer to Note 5, "Indebtedness", for further discussions.

- 25 -

Table of Contents

Discontinued Operation Activities:

~~Our~~Cash ~~use~~used ofin ~~cash from~~ discontinued operating activities of ~~approximately~~ $~~(172~~31,000~~) during~~ for the ~~nine~~three-month period ended March ~~September 30~~31, ~~2024~~2025 ~~resulted~~primarily ~~from~~reflects operating losses, ~~wind-down~~related ~~and~~to ~~divestiture~~maintenance costs, ~~which~~and ~~are~~property ~~substantially~~taxes ~~complete.~~on ~~For~~building ~~the~~(held-for ~~same~~sale). Future ~~period in 2023, our source of~~ cash ofoutflows ~~approximately $347,000~~related ~~resulted~~to ~~from~~ the ~~proceeds~~discontinued ~~from the sale of OKC assets, mostly offset by operating losses,~~operation ~~wind-down~~are ~~and~~expected ~~divestiture~~to ~~costs~~be minimal.

For the comparable period in the prior year, cash used in discontinued operating activities was $126,000, driven by operating losses and associated wind-down and divestiture costs.

Ongoing Liquidity Considerations:

The significant improvement in operating results compared to prior year and the availability of funding from our credit facility provides us with adequate working capital and sufficient liquidity to fund our operations ~~in the near term~~. We understand, however, that our ability to maintain sufficient liquidity is highly dependent upon achieving our expected operating results. Failure to achieve our expected operating results could have a material adverse effect on our liquidity and our ability to obtain financing to support operations.

Management Summary

WeOverall, ~~are~~our ~~pleased~~first ~~with~~quarter ~~our~~results ~~revenue~~reflect ~~growth~~the execution of our 7%growth ~~despite~~strategy, ~~the~~enhancing ~~challenges~~profitability, weand ~~are~~building ~~facing as~~ a ~~supplier~~stronger foundation for ~~the~~ ~~commercial~~sustainable ~~aerospace~~profitability ~~market, which~~going isforward. ~~experiencing~~Revenue ~~unprecedented~~and ~~headwinds~~gross inprofit ~~2024. The~~growth, ~~aerospace~~partially ~~industry~~offset ~~has~~by a ~~been~~modest ~~rapidly~~increase ~~ramping~~in upoperating ~~over~~expenses driven ~~the~~by ~~last~~costs ~~two~~related ~~years~~to ~~creating~~our ~~volatility~~review inof ~~the~~strategic ~~market,~~alternatives ~~including~~and ~~supply~~contested ~~chain disruptions~~proxy, resulted ~~demand~~in ~~and~~a ~~forecasting~~significant ~~changes,~~improvement ~~and~~in ~~labor~~our ~~shortages~~operating ~~and~~income ~~strikes~~over the prior year. We ~~are~~These ~~not~~results ~~immune~~demonstrate tocontinued ~~this~~progress ~~volatility~~in ~~and~~driving ~~the~~top-line ~~significant impact~~growth ~~that~~while ~~the~~maintaining ~~large~~a ~~aerospace manufacturers~~disciplined ~~have~~focus on ~~their supply~~operational ~~chain~~execution and efficiencies. ~~That~~ ~~said,~~We ~~our~~remain ~~significant~~committed to ~~customers~~executing ~~are~~our ~~reforecasting~~strategic ~~their~~initiatives ~~demand~~that ~~for~~drive ~~the~~sustainable ~~remainder~~growth ofthrough ~~the~~three ~~year~~core ~~and~~areas ~~2025. We~~- ~~are~~operational ~~actively~~execution ~~navigating~~to ~~through~~meet ~~the~~customer ~~complexity~~demand, ofoperational ~~aligning~~efficiencies ~~our~~through ~~customers’~~continued ~~reforecasts~~lean ~~with~~manufacturing ~~our~~practices, ~~production~~and ~~output~~financial discipline to ~~achieve~~generate ~~profitability~~profitable results.

WeLooking ~~will~~ahead, as we continue to ~~effectively~~ ~~manage costs~~review ~~and~~strategic ~~focus~~alternatives ~~on operating~~as ~~cash~~communicated ~~flow~~during the first quarter, ~~which~~we ~~reinforces~~are ~~our~~optimistic about the continued growth prospects in the aerospace and defense sectors. Our strategic positioning and commitment to ~~achieving~~ ~~profitability~~excellence ~~and~~position ~~enhancing~~us ~~shareholder~~well to capitalize on opportunities and deliver value to our stakeholders.

Non-GAAP ~~27 -~~ Measures:

We believe the presentation of these financial measures reflecting non-GAAP adjustments provides important supplemental information to investors and other users of our financial statements in evaluating our operating results distinct from results that include certain non-recurring items that are not indicative of our ongoing operating performance. These non-GAAP disclosures have limitations as analytical tools, should not be considered as an alternative to net income, operating income, net cash provided by operating activities or any other measure for determining operating performance or liquidity that is calculated in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. In addition, supplemental presentation should not be construed as an inference that our future results will be unaffected by similar adjustments to net operating income (loss) determined in accordance with GAAP.

We have provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Adjusted operating and net income are provided for information purposes only and are not measures of financial performance under GAAP. We encourage readers to rely upon the GAAP numbers but include the non-GAAP financial measures as supplemental metrics to assist readers in better understanding our operating results.

Finally, we believe Adjusted EBITDA is often a useful measure of our operating performance and is a significant basis used by us to measure our operating performance in accordance with the Requirements of Item 10(e)(i)(C) of Regulation S-K. Adjusted EBITDA excludes charges for depreciation, amortization and interest expense that have resulted from our debt financings, as well as our provision for income tax expense. It also excludes $65,000 related to our review of strategic alternatives and proxy-related costs, which were not in the ordinary course of business.

	Three Months Ended March 31,
(in thousands)	2025			2024

Revenues	$	11,703		$	10,446
Costs of goods sold		9,343			8,711
Gross profit		2,360			1,735
Gross margin		20.2	%		16.6	%

Selling, general and administrative		2,118			2,018
Operating income (loss)		242			(283	)
Interest & other expense		97			83
Income (loss) from continuing operations before income taxes		145			(366	)
Income taxes		-			-
Income (loss) from continuing operations	$	145		$	(366	)

Non-GAAP measure for comparison:
Operating income (loss)	$	242		$	(283	)
Addback: one-time expenses		65
Adjusted operating income (loss)	$	307		$	(283	)

Income (loss) from continuing operations	$	145		$	(366	)
Addback: one-time expenses		65			-
Adjusted income (loss) from continuing operations, net of tax	$	210		$	(366	)

Adjusted EBITDA	$	525		$	(12	)

- 26 -

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company carried out an evaluation under the supervision and with the participation of its management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a‑15(e) as of ~~September~~March 3031, ~~2024~~2025. Based upon that evaluation, the CEO and CFO concluded that these disclosure controls and procedures were effective as of ~~September~~March 3031, ~~2024~~2025.

Changes in Internal Controls

There have been no changes during the period covered by this report to the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

- 2827 -

Table of Contents

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Except as set forth in Note 9, Commitments and Contingencies, there are no other legal proceedings which are material to the Company currently pending by or against the Company other than ordinary routine litigation incidental to the business which is not expected to materially adversely affect the business, earnings or cash flows of the Company.

Item 1A. Risk Factors

The Company is a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three-month period ended ~~September~~March 3031, ~~2024~~2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Item 6. Exhibits

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

101 The following materials from Servotronics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 3031, ~~2024~~2025, formatted in XBRL (eXtensible Business Reporting Language): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of operations, (iii) condensed consolidated statements of comprehensive income, (iv) condensed consolidated statements of cash flows and (v) the notes to the condensed consolidated financial statements.

104	Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in exhibits 101).

- 2928 -

Table of Contents

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this report, the words “project,” “believe,” “plan,” “anticipate,” “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements involve numerous risks and uncertainties which may cause the actual results of the Company to be materially different from future results expressed or implied by such forward-looking statements. There are a number of factors that will influence the Company’s future operations, including: uncertainties in today’s global economy, including political risks, adverse changes in legal and regulatory environments, and difficulty in predicting defense appropriations, the introduction of new technologies and the impact of competitive products, the vitality of the commercial aviation industry and its ability to purchase new aircraft, the willingness and ability of the Company’s customers to fund long-term purchase programs, and market demand and acceptance both for the Company’s products and its customers’ products which incorporate Company-made components, the Company’s ability to accurately align capacity with demand, the availability of financing and changes in interest rates, the outcome of pending and potential litigation, and on commercial activity and demand across our and our customers’ businesses, and on global supply chains, the ability of the Company to obtain and retain key executives and employees and the additional risks discussed elsewhere in this Form 10-Q and in the Company’s other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s analysis only as of the date hereof. The Company assumes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise.

- 3029 -

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: ~~November~~May 89, ~~2024~~2025

	SERVOTRONICS, INC.


	By:	/s/ William F. Farrell, Jr., Chief Executive Officer
		William F. Farrell, Jr.
		Chief Executive Officer


	By:	/s/ Robert A. Fraass, Chief Financial Officer
		Robert A. Fraass
		Chief Financial Officer

- 3130 -

Filing Compare · SERVOTRONICS INC /DE/